CREDIT AGREEMENT Dated as of December 19, 2014 amongCredit Agreement • December 22nd, 2014 • Global Cash Access Holdings, Inc. • Finance services • New York
This CREDIT AGREEMENT (“Agreement”) is entered into as of December 19, 2014, among GLOBAL CASH ACCESS, INC., a Delaware corporation (the “Borrower”), GLOBAL CASH ACCESS HOLDINGS, INC., a Delaware corporation (the “Parent”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), and BANK OF AMERICA, N.A., as Administrative Agent, Collateral Agent, Swing Line Lender and L/C Issuer.
10,000,000 Shares EVERI HOLDINGS INC. UNDERWRITING AGREEMENTUnderwriting Agreement • December 11th, 2019 • Everi Holdings Inc. • Services-miscellaneous amusement & recreation • New York
EVERI HOLDINGS INC. INDENTURE Dated as of July 15, 2021 Deutsche Bank Trust Company Americas, as TrusteeIndenture • July 15th, 2021 • Everi Holdings Inc. • Services-miscellaneous amusement & recreation • New York
AMENDMENT NO. 2 TO SECOND AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • August 9th, 2007 • Global Cash Access Holdings, Inc. • Finance services • New York
R E C I T A L SEmployment Agreement • March 17th, 2006 • Global Cash Access Holdings, Inc. • Finance services
EVERI HOLDINGS INC. STOCK OPTION AGREEMENTStock Option Agreement • May 10th, 2016 • Everi Holdings Inc. • Finance services • Nevada
Everi Holdings Inc. (the “Company”) has granted to the Participant named in the Notice of Grant of Stock Option (the “Grant Notice”) to which this Stock Option Agreement (the “Option Agreement”) is attached an option (the “Option”) to purchase certain shares of Stock upon the terms and conditions set forth in the Grant Notice and this Option Agreement. The Option has been granted pursuant to and shall in all respects be subject to the terms and conditions of the Everi Holdings Inc. 2014 Equity Incentive Plan (the “Plan”), as amended to the Date of Grant, the provisions of which are incorporated herein by reference. By signing the Grant Notice, the Participant: (a) acknowledges receipt of, and represents that the Participant has read and is familiar with, the Grant Notice, this Option Agreement, the Plan and a prospectus for the Plan prepared in connection with the registration with the Securities and Exchange Commission of shares issuable pursuant to the Option (the “Plan Prospectus”),
EVERI HOLDINGS INC. RESTRICTED STOCK UNITS AGREEMENTRestricted Stock Units Agreement • August 7th, 2018 • Everi Holdings Inc. • Finance services • Nevada
Everi Holdings Inc. has granted to the Participant named in the Notice of Grant of Restricted Stock Units (the “Grant Notice”) to which this Restricted Stock Units Agreement (the “Agreement”) is attached an Award consisting of Restricted Stock Units (each a “Unit”) subject to the terms and conditions set forth in the Grant Notice and this Agreement. The Award has been granted pursuant to and shall in all respects be subject to the terms conditions of the Everi Holdings Inc. 2014 Equity Incentive Plan (the “Plan”), as amended to the Date of Grant, the provisions of which are incorporated herein by reference. By signing the Grant Notice, the Participant: (a) acknowledges receipt of and represents that the Participant has read and is familiar with the Grant Notice, this Agreement, the Plan and a prospectus for the Plan prepared in connection with the registration with the Securities and Exchange Commission of the shares issuable pursuant to the Award (the “Plan Prospectus”), (b) accepts t
FIRST AMENDMENT TO CREDIT AGREEMENTCredit Agreement • June 29th, 2023 • Everi Holdings Inc. • Services-miscellaneous amusement & recreation • New York
This FIRST AMENDMENT TO CREDIT AGREEMENT, dated as of June 23, 2023 (this “Amendment”), is entered into by and among EVERI HOLDINGS INC., a Delaware corporation (the “Borrower”) and JEFFERIES FINANCE LLC, as administrative agent for the Secured Parties (in such capacities, the “Administrative Agent”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • May 7th, 2019 • Everi Holdings Inc. • Services-miscellaneous amusement & recreation • Delaware
This Indemnification Agreement, dated March 7, 2019, is made between Everi Holdings Inc., a Delaware corporation (the “Company”), and ___________________ (the “Indemnitee”).
Underwriting AgreementUnderwriting Agreement • September 22nd, 2005 • Global Cash Access Holdings, Inc. • Finance services • New York
Global Cash Access Holdings, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of [ ] shares of Common Stock, par value $0.001 per share, of the Company (“Stock”), and the stockholders of the Company named in Schedule II hereto (the “Selling Stockholders”) propose, subject to the terms and conditions stated herein, to sell to the Underwriters an aggregate of [ ] shares (the aggregate of [ ] shares to be sold by the Company and the Selling Stockholders is herein called the “Firm Shares”). The Company and the Selling Stockholders propose, subject to the terms and conditions stated herein, at the election of the Underwriters, to sell to the Underwriters up to [ ] additional shares of Stock (the aggregate of [ ] additional shares to be sold by the Selling Stockholders is herein called the “Optional Shares”). The Firm Shares and the Opti
EVERI HOLDINGS INC. RESTRICTED STOCK AGREEMENT – 2012 PLANRestricted Stock Agreement • May 9th, 2017 • Everi Holdings Inc. • Finance services • Nevada
Everi Holdings Inc. (the “Company”) has granted to the Participant named in the Notice of Grant of Restricted Stock (the “Grant Notice”) to which this Restricted Stock Agreement (the “Agreement”) is attached an Award consisting of Shares subject to the terms and conditions set forth in the Grant Notice and this Agreement. The Award has been granted pursuant to and shall in all respects be subject to the terms and conditions of the Everi Holdings Inc. 2012 Equity Incentive Plan, as may be amended from time to time (the “Plan”), the provisions of which are incorporated herein by reference. By signing the Grant Notice, the Participant: (a) acknowledges receipt of and represents that the Participant has read and is familiar with the Grant Notice, this Agreement, the Plan and a prospectus for the Plan prepared in connection with the registration with the Securities and Exchange Commission of the Shares (the “Plan Prospectus”), (b) accepts the Award subject to all of the terms and conditions
CREDIT AGREEMENT Dated as of May 9, 2017 among EVERI PAYMENTS INC., as the Borrower, EVERI HOLDINGS INC., as the Parent, JEFFERIES FINANCE LLC, as Administrative Agent, Collateral Agent, Swing Line Lender and L/C Issuer, THE OTHER LENDERS PARTY HERETO...Credit Agreement • May 9th, 2017 • Everi Holdings Inc. • Finance services • New York
This CREDIT AGREEMENT (“Agreement”) is entered into as of May 9, 2017, among EVERI PAYMENTS INC., a Delaware corporation (the “Borrower”), EVERI HOLDINGS INC., a Delaware corporation (the “Parent”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), and JEFFERIES FINANCE LLC, as Administrative Agent, Collateral Agent, Swing Line Lender and L/C Issuer.
EMPLOYMENT AGREEMENTEmployment Agreement • March 1st, 2022 • Everi Holdings Inc. • Services-miscellaneous amusement & recreation • Nevada
This Employment Agreement (this “Agreement”), by and between Everi Payments Inc., a Delaware corporation (the “Company”) and wholly-owned subsidiary of Everi Holdings Inc., a Delaware corporation (“Everi Holdings”), and Randy L. Taylor (“Executive”), is effective as of April 1, 2022 (the “Effective Date”). This Agreement terminates, replaces, and supersedes that certain Amended and Restated Employment Agreement, dated April 1, 2020, by and among the Company, Everi Holdings and Executive.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 22nd, 2014 • Global Cash Access Holdings, Inc. • Finance services • New York
This REGISTRATION RIGHTS AGREEMENT dated December 19, 2014 (the “Agreement”) is entered into by and among Movie Escrow, Inc., a Delaware corporation (“Escrow Issuer”) and wholly owned subsidiary of Global Cash Access, Inc., a Delaware corporation (the “Company”), and Merrill Lynch, Pierce, Fenner & Smith Incorporated (the “Representative”), as representative for the initial purchasers listed in Schedule 2 hereto (collectively, the “Initial Purchasers”).
TERM LOAN CREDIT AGREEMENT Dated as of April 21, 2020 among EVERI PAYMENTS INC., as the Borrower, EVERI Holdings Inc., as the Parent, JEFFERIES FINANCE LLC, as Administrative Agent and Collateral Agent, and THE OTHER LENDERS PARTY HERETO FROM TIME TO...Term Loan Credit Agreement • April 21st, 2020 • Everi Holdings Inc. • Services-miscellaneous amusement & recreation • New York
CREDIT AGREEMENT among Global Cash Access Holdings, Inc., Global Cash Access, Inc., VARIOUS LENDERS, and Deutsche Bank Trust Company Americas, as ADMINISTRATIVE AGENT Dated as of March 1, 2011 Deutsche Bank Securities Inc. and Wells Fargo Securities,...Credit Agreement • March 2nd, 2011 • Global Cash Access Holdings, Inc. • Finance services
CREDIT AGREEMENT, dated as of March 1, 2011, among Global Cash Access Holdings, Inc., a Delaware corporation (“Holdings”), Global Cash Access, Inc., a Delaware corporation (the “Borrower”), the Lenders party hereto from time to time, and Deutsche Bank Trust Company Americas, as Administrative Agent. All capitalized terms used herein and defined in Section 1 are used herein as therein defined.
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • May 7th, 2013 • Global Cash Access Holdings, Inc. • Finance services • Nevada
This Amended and Restated Employment Agreement (this “Agreement”), by and between Global Cash Access, Inc., a Delaware corporation (the “Company”) and a wholly-owned subsidiary of Global Cash Access Holdings, Inc., a Delaware corporation (“GCA Holdings”), and David B. Lopez (“Executive”), is made as of March 29, 2013 (the “Effective Date”).
AGREEMENT AND PLAN OF MERGER This AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of July 26, 2024, by and among: (a) INTERNATIONAL GAME TECHNOLOGY PLC, a public limited company incorporated under the laws of England and...Merger Agreement • July 26th, 2024 • Everi Holdings Inc. • Services-miscellaneous amusement & recreation
ContractVoting and Support Agreement • February 29th, 2024 • Everi Holdings Inc. • Services-miscellaneous amusement & recreation • Delaware
SUPPLEMENTAL INDENTURESupplemental Indenture • December 22nd, 2014 • Global Cash Access Holdings, Inc. • Finance services • New York
Supplemental Indenture (this “Supplemental Indenture”) dated as of December 19, 2014 among Global Cash Access, Inc., a Delaware corporation (the “Company”) the Guarantors and Deutsche Bank Trust Company Americas, as trustee (the “Trustee”) and collateral agent (the “Collateral Agent”).
SECURITY AGREEMENT dated as of August 3, 2021 among EVERI HOLDINGS INC., as the Borrower THE OTHER GRANTORS IDENTIFIED HEREIN and JEFFERIES FINANCE LLC, as Collateral AgentSecurity Agreement • August 3rd, 2021 • Everi Holdings Inc. • Services-miscellaneous amusement & recreation • Nevada
REAL ESTATE MATTERS AGREEMENT This REAL ESTATE MATTERS AGREEMENT (this “Agreement”) is made and entered into as of February 28, 2024, by and among (a) INTERNATIONAL GAME TECHNOLOGY PLC, a public limited company incorporated under the laws of England...Real Estate Matters Agreement • February 29th, 2024 • Everi Holdings Inc. • Services-miscellaneous amusement & recreation
SEPARATION AND SALE AGREEMENT This SEPARATION AND SALE AGREEMENT (this “Agreement”) is entered into as of July 26, 2024, by and among: (a) INTERNATIONAL GAME TECHNOLOGY PLC, a public limited company incorporated under the laws of England and Wales...Separation and Sale Agreement • July 26th, 2024 • Everi Holdings Inc. • Services-miscellaneous amusement & recreation
ContractSupport Agreement • July 26th, 2024 • Everi Holdings Inc. • Services-miscellaneous amusement & recreation • Delaware
SEPARATION AND DISTRIBUTION AGREEMENT This SEPARATION AND DISTRIBUTION AGREEMENT (this “Agreement”) is entered into as of February 28, 2024, by and among: (a) INTERNATIONAL GAME TECHNOLOGY PLC, a public limited company incorporated under the laws of...Separation and Distribution Agreement • February 29th, 2024 • Everi Holdings Inc. • Services-miscellaneous amusement & recreation • Delaware
EMPLOYMENT AGREEMENTEmployment Agreement • March 22nd, 2005 • GCA Holdings, Inc. • Nevada
This Employment Agreement (this “Agreement”) by and between Global Cash Access, Inc., a Delaware corporation (the “Company”), and Kirk E. Sanford (“Executive”), is entered into on March 22, 2005, to be effective upon the consummation of the initial public offering of equity securities of Global Cash Access Holdings, Inc., a Delaware corporation and the sole stockholder of the Company, pursuant to an effective registration statement under the Securities Act of 1933, as amended (the “Effective Date”).
TAX MATTERS AGREEMENT This TAX MATTERS AGREEMENT (this “Agreement”) is made and entered into as of February 28, 2024, by and among (a) INTERNATIONAL GAME TECHNOLOGY PLC, a public limited company incorporated under the laws of England and Wales...Tax Matters Agreement • February 29th, 2024 • Everi Holdings Inc. • Services-miscellaneous amusement & recreation
— Indicates confidential information. Confidential treatment requested. Portion omitted filed separately with the Securities and Exchange Commission. AMENDMENT to PROFESSIONAL SERVICES AGREEMENT, AMENDED AND RESTATED SOFTWARE LICENSE AGREEMENT, and...Professional Services Agreement • August 24th, 2009 • Global Cash Access Holdings, Inc. • Finance services • Nevada
This Amendment (“Amendment”) is by and between Global Cash Access, Inc., a Delaware corporation (“GCA”); Infonox on the Web, a California corporation (“Infonox”) and TSYS Acquiring Solutions, L.L.C., a Delaware limited liability company (“TSYS”), is executed by the parties as of the date of the last signature in the signature block below and made effective as of July 1, 2009 (the “Effective Date”).
EMPLOYEE MATTERS AGREEMENT This EMPLOYEE MATTERS AGREEMENT (this “Agreement”) is made and entered into as of February 28, 2024, by and among: (a) INTERNATIONAL GAME TECHNOLOGY PLC, a public limited company incorporated under the laws of England and...Employee Matters Agreement • February 29th, 2024 • Everi Holdings Inc. • Services-miscellaneous amusement & recreation
SECOND AMENDMENT TO CONTRACT CASH SOLUTIONS AGREEMENTContract Cash Solutions Agreement • June 7th, 2012 • Global Cash Access Holdings, Inc. • Finance services
THIS SECOND AMENDMENT TO CONTRACT CASH SOLUTIONS AGREEMENT (this “Amendment”), dated and effective as of June 4, 2012, is made and entered into among GLOBAL CASH ACCESS, INC. (“GCA” or “Client”) and WELLS FARGO BANK, N.A. (“Wells Fargo”).
GLOBAL CASH ACCESS HOLDINGS, INC. 2005 STOCK INCENTIVE PLAN NOTICE NON- QUALIFIED STOCK OPTION AWARDNotice Non-Qualified Stock Option Award • January 28th, 2014 • Global Cash Access Holdings, Inc. • Finance services • Nevada
You (the “Grantee”) have been granted an option to purchase shares of Common Stock, subject to the terms and conditions of this Notice of Stock Option Award (the “Notice”), the Global Cash Access Holdings, Inc. 2005 Stock Incentive Plan, as amended from time to time (the “Plan”), the Stock Option Award Agreement (the “Option Agreement”) attached hereto, and your Employment Agreement dated January 27, 2014 (the “Employment Agreement”), as follows. Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Notice.
SUPPLEMENTAL INDENTURESupplemental Indenture • May 14th, 2008 • Global Cash Access Holdings, Inc. • Finance services • New York
This Supplemental Indenture (this “Supplemental Indenture”), dated as of April 17, 2008, is by and among Certegy Gaming Services, Inc., a Minnesota corporation (the “Guaranteeing Subsidiary”), a wholly-owned subsidiary of Global Cash Access, Inc., a Delaware corporation and successor to Global Cash Access, L.L.C., a Delaware limited liability company (the “Company”); Arriva Card, Inc., a Delaware corporation formerly known as GCA Access Card, Inc. (“Arriva Card”); Central Credit, LLC, a Delaware limited liability company (“Central Credit”); Global Cash Access Holdings, Inc., a Delaware corporation (“Holdings”) and The Bank of New York Trust Company, N.A., as trustee under the Indenture referred to below (the “Trustee”). Central Credit and Arriva Card are parties hereto as the Subsidiary Guarantors (as defined in the Indenture referred to herein).
AGREEMENT AND PLAN OF MERGER By and among Global Cash Access, Inc., Card Acquisition Subsidiary, Inc., And Cash Systems, Inc. Dated as of June 13, 2008Merger Agreement • June 19th, 2008 • Global Cash Access Holdings, Inc. • Finance services • Nevada
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of June 13, 2008 (the “Execution Date”), by and among Cash Systems, Inc., a Delaware corporation (the “Company”), Global Cash Access, Inc., a Delaware corporation (“Parent”), and Card Acquisition Subsidiary, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”). An index of the defined terms used in this Agreement can be found in Appendix I hereto.
FIRST AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • March 14th, 2017 • Everi Holdings Inc. • Finance services
This First Amendment to Employment Agreement (the "Amendment"), is made as of this 3rd day of January 2017 (the "Effective Date"), by and between Everi Payments Inc., a Delaware corporation formerly known as Global Cash Access, Inc. (the "Company") and wholly-owned subsidiary of Everi Holdings Inc., a Delaware corporation formerly known as Global Cash Access Holdings, Inc. ("Everi Holdings"), and David Lucchese ("Executive"). This Amendment amends that certain Employment Agreement, dated August 5, 2014, by and between the Company and the Executive (the "Agreement"). Capitalized terms used in this Amendment and not defined have the meanings given them in the Agreement.
GUARANTYGuaranty • April 15th, 2015 • Global Cash Access Holdings, Inc. • Finance services • New York
THIS GUARANTY (as it may hereafter be amended, supplemented, modified or restated from time to time, this “Guaranty”), dated as of April 15, 2015, is executed and delivered by Global Cash Access Holdings, Inc., a Delaware corporation (the “Parent”), and each Subsidiary that is a signatory hereto and any future Restricted Subsidiary (as each of the foregoing is defined in the Note Purchase Agreement defined below) that executes and delivers an Amendment hereto (each a “Guarantor” and, collectively, the “Guarantors”), in favor of Deutsche Bank Trust Company Americas acting in its capacity as Collateral Agent for the benefit of the Holders of the Notes (as defined in the Note Purchase Agreement) (in such capacity, together with any successor appointed pursuant to Section 21.7 of the Note Purchase Agreement, the “Collateral Agent”).
